Ordinary shares beneficial holdings				Redeemable B Shares beneficial holdings
		31.12.02		31.12.01*		31.12.02		31.12.01*
Geoff Gaywood		75,000		40,000		-		31,500
Brian Taylorson		30,000		-		-		-
Philip Brown		20,278		20,278		-		42,000
Jonathan Fry (Chairman)		140,240		65,240		-		-
Michael Hartnall		6,000		6,000		-		-
Richard McNeel		96,600		9,500		106,260		-
Edward Wilson		31,250		31,250		35,375		67,125

*or at date of appointment if later.

At 31 December 2002 the Trustee of the ESOT held 670,729 shares and the executive directors, Geoff Gaywood, Brian Taylorson and Philip Brown, as potential beneficiaries under the ESOT are deemed to have an interest in the shares held in the ESOT.

Directors' share options

							Ordinary shares under option
	Option type			31.12.01		Lapsed/ during 2002	Granted during 2002			31.12.02	Exercise price			Date from which exercisable	Expiry date
Geoff Gaywood		Performance Share Plan		–		–		648,866		648,866		1.0p		1.1.2005		11.11.2009
		Savings Related Share
		Option Plan		–		–		75,501		75,501		21.9p		1.6.2007		1.12.2007
Brian Taylorson		Performance Share Plan		–		–		372,795		372,795		1.0p		1.1.2005		11.11.2009
		Savings Related Share
		Option Plan		–		–		75,501		75,501		21.9p		1.6.2007		1.12.2007
Philip Brown		Performance Share Plan		66,116		(66,116)		–		–		1.0p		1.1.2002		14.10.2006
				88,010		–		–		88,010		1.0p		1.1.2003		11.4.2007
				151,656		–		–		151,656		1.0p		1.1.2004		31.1.2008
				–		–		303,879		303,879		1.0p		1.1.2005		11.11.2009
		Savings Related Share		–		–		43,339		43,339		21.9p		1.6.2005		1.12.2005
		Option Scheme		18,154		(18,154)		–		–		53.4p		1.6.2003		1.12.2003
		Executive Share Option		26,713		–		–		26,713		168.5p		11.5.1996		11.5.2003
		Share 1987*		28,204		–		–		28,204		184.8p		13.9.1997		13.9.2004
				36,957		–		–		36,957		152.5p		19.9.1998		19.9.2005
				43,756		–		–		43,756		132.8p		5.11.1999		5.11.2006

All of the share options were granted for nil consideration.

*The share options granted to Philip Brown under the 1987 Scheme before 1995 date back to a period when it was not market practice to link the exercisability of options to the satisfaction of a performance condition. Options granted on or after 1995 under the 1987 Scheme will only become exercisable if the growth in the EPS exceeds the growth in the Retail Price Index by 6 per cent (an average of 2 per cent per annum above RPI on a non cumulative basis) over any three year period during the life of the option. If the required increase in EPS is not met after the first three year period the performance target may be tested against subsequent three year periods. This process will continue until the performance target is met or the option lapses ten years after the date of its grant.

The market price of ordinary shares at 31 December 2002 was 28.5 pence and the range during 2002 was 21 pence to 44 pence. No options were exercised during the year.

None of the directors had a beneficial interest in any contract of significance in relation to the business of the Company or its subsidiaries at any time during the financial year.

There has been no change in the directors' shareholdings (all of which are beneficial) and their share options between the year end and 27 February 2003.